Change Of Heart
by DarkLordXul
Summary: The unexpected happens and Xana joins the Lyoko Warriors. But in doing so, another evil rises. This new evil however, has a different agenda. One that makes him fiercer than Xana ever was. And what about Xana? Can she learn to be human. First CL story.
1. Chapter 1

Chapter 1: A New Ally and a New Foe

Disclaimer: I do not own Code Lyoko

Note: takes place right after episode 69

Jeremie was at his computer typing away at the latest program he had come up with. At the time he did not have a name for it. Nor would he ever need it due to the upcoming events. If Jeremie had ever completed the program it would have come to be called the Skidbladneer.

Out of nowhere, a screen popped up signaling that a tower had been activated. Jeremie rolled his eyes in annoyance and reached for his cell phone. He sent a group wide text message about the problem, got up, and headed for the factory.

Jeremie ran to the sewer entrance in the park where he found Yumi, Ulrich, Odd, and Aelita waiting for him.

"Xana never gives us a break," Ulrich snorted as he descended the manhole, "The one day we have off he decides to launch an attack."

"I know how you feel," Aelita replied, "But we don't really have a choice in the matter unless we want people to get hurt."

Ulrich shrugged as he got down into the sewer, and, along with the rest of the gang, grabbed a skateboard and headed toward the factory.

***later

"Virtualization!"

Odd and Ulrich appeared a meter in the air above the forest sector floor. A minute later, Aelita and Yumi joined them.

"I've programmed your vehicles," Jeremie said as the Overboard, Overwing, and Overbike appeared next to the Lyoko warriors. "The tower is directly south from you. Becareful however, I'm getting some strange readings. It looks like there is someone else there who is fighting William. I don't know is he/she is friend or foe."

Ulrich and Aelita took the Overbike while Odd and Yumi hoped on their vehicles. The next second they were cruising down the winding paths of the forest sector. After a few minutes a few hornets appeared and came after the Lyoko warriors. However as Odd and Yumi shot down the hornets with their long ranged attacks they noticed something different about the hornets. Each hornet had a large "K" on their heads where the Xana symbol should be.

"Jeremie these hornets don't have the Xana symbol on them," Odd said as one of his laser arrows pierced the head of the final hornet.

"That's interesting," Jeremie said over the intercom, "The activated tower is also giving off a different reading than one activated by Xana."

"Do you think the two are connected," Aelita asked.

"It's possible," Jeremie replied, "I'll be interested to see who is fighting William up ahead."

A few seconds later the four reached the clearing in which the tower was located. However, also in the clearing were two people. William and a girl with long flaming red hair. William was trying to cut the girl to ribbons and the girl simply dodged his blows. Not once did she try to attack. She either didn't want to or wasn't able too.

When the Lyoko warriors got closer they noticed several things that were not quite right. The first was that the activated tower was orange instead of red. The second was that William's outfit had changed. Instead of a Xana symbol on his chest there was a large "K" like on the hornets. His outfit also sported orange streaks instead of red. The third thing the Lyoko warriors noticed was that the girl dodging William's blows had a large Xana symbol tattooed on her forehead and embroidered on her chest. She wore a simple black and red outfit similar to William's outfit when he was possessed by Xana.

The Lyoko warriors just stared at the two, unsure of what to do. Even Jeremie was unsure of what to do from his monitor. Jeremie and the Lyoko warriors continued to stare, unsure of whose side to take. Eventually the girl noticed them and shouted at them.

"For the love of God will you stop standing there and help me," She said, "I'm on your side."

"Jeremie, should we help her," Yumi asked.

"Yes," Jeremie replied, "But be careful. That girl is either some form of Xana or possessed by Xana. Don't argue right just do it. I have a plan if she ends up being bad."

The Lyoko warriors nodded and shot forward towards William. Odd shot laser arrows and William while Yumi used her fans. Naturally, William was not able to block both at the same time and was temporarily stunned from the attack. This left an opening for Ulrich to slash him with both of his sabers and for Aelita to hit him with an energy field. This was enough to devirtualized William and send him back to wherever he came from.

The Lyoko warriors then got into a fighting stance against the girl with the Xana symbol and waited for her to attack. Ulrich, Yumi, Odd, and Aelita were surprise when she did not attack.

"Aelita, you should deactivate the tower before he becomes more powerful," the girl said, "I will answer all of your group's questions when the tower is offline."

Knowing that the others could handle her if it was a trap, Aelita headed into the tower and deactivated it. When she came out she found the others waiting for her.

"Alright," Jeremie said over the intercom, "Who are you exactly?"

"Promise me that you will hear me out before you take any actions," the girl said.

"Fine," Jeremie said, "Guys lower your weapons."

The Lyoko warriors did so.

"I am Xana," The girl said, "I have decided to join you guys and help the world instead of conquering it."

"Xana is a program," Jeremie said, "He/she has no definitive form on Lyoko."

"That was before I had a change of heart," the girl said, "Go ahead and scan me with your computer. That will prove that I am none other than Xana. And I am a girl thank you very much!"

"Standby guys," Jeremie said hitting a few keys on the supercomputer, "I'm scanning her now."

After a few minutes Jeremie sighed.

"Guys," Jeremie said, "That is definitely Xana. Not part of Xana, Xana as a whole. But something is different about her."

"I am aware of that," Xana said, "You probably have questions. I will answer all of them."

"Alright," Jeremie said, "If you are Xana then who was controlling William and the tower."

"That's a long story," Xana sighed, "I may as well start at the beginning. As all of you know, I am a multi-agent system. That means that my code is constantly evolving and changing. A few days ago this process allowed me, for the first time, to tell the difference between right and wrong."

"My scan confirms what you have said," Jeremie said, "Go on."

"From that moment on I was able to realize what I was doing and stop my attacks," Xana said, "You'll notice how I have not attacked for a few days."

"We noticed," Odd said, "You usually take breaks between attacks though."

"That is true," Xana replied, "However something happened during those days. A different part of my code also evolved and transformed itself into a near perfect copy of me. However this new program could not tell the difference between right and wrong. This program, which named itself Kur, after the ancient Sumerian underworld. It vowed to pick up where I left off in conquering the world and absorbed all of my powers. This includes the ability to activate tower, possess people, and create monsters. It is Kur who activated that tower and lead today's attack. You mentioned that there was something different about me in your scan. That difference is that I no longer have my digital powers. I only have this Lyoko form. I do not even have a weapon for Lyoko."

"I see," Jeremie said, "Guys, I'm willing to give her a chance. However, if this turns out to be a trap of any form then I will not hesitate to delete you."

"Do you really believe her," Ulrich asked, "Xana has led us into traps before."

"I can tell she is telling the truth by the data I got from scanning her," Jeremie said, "Well Xana, what do you suggest we do to fight our new enemy. You said its name was Kur."

"Even though I was not responsible at the time for my actions," Xana said, "I want to repay all of you for the suffering that I have caused. If you would, materialize me in your world so I can learn to be human like you. I will attend your school and do what I can to contribute to humanity."

"Very well," Jeremie said, "Step into that tower and enter code: Earth into the control panel. As for you guys, Yumi, Aelita, Ulrich, and Odd. Do you have any objections to what we are about to do."

"Her story make sense," Yumi said, "I believe her."

"I am a little uneasy about this but I'm willing to give her a chance," Ulrich said uncertainly.

"We could always use another soldier," Odd said.

"I approve," Aelita said.

"Alright," Jeremie said, "I am materializing her right now."

After a few seconds the rest of the Lyoko warriors also disappeared into a puff of pixels.

In the scanner room, Odd and Ulrich came out of the scanners followed by Yumi and Aelita. Xana was waiting for them. She wore a outfit similar to Yumi's but it had gothic written all over it. Xana's attire consisted of a black shirt with black cargo pants. Black combat boots, and a necklace with a Xana symbol pendant.

"Welcome to earth," Jeremie said coming down the ladder, "I already forged a fake I.D. for you. You will room with Aelita and start classes with us tomorrow. Aelita and I can teach you how to be human."

"Thank you," Xana said yawning, "I feel, what do you call it when you want to go to sleep?"

"That's called being tired," Odd said, "You can't go to sleep yet though. I need to give you a tour around the school."

"Okay," Xana said eagerly.

Odd and Xana left the room while the others stayed behind. Ulrich, Yumi, Aelita, and Jeremie all looked at it each other and nodded.

"Oh boy," Yumi said, "Looks like Odd is flipped for our old enemy."

The others chuckled. They all realized it too.

The four headed back to Kadic, all of them enjoying the cool breeze.

***meanwhile, on the net

A large black figure arose from his throne and walked across the room of his palace. He stopped at a holo screen and watched the interactions of the Lyoko warriors through the security camera of the scanner room.

"Fools," Kur said, "They will soon learn to fear me just as they used to fear Xana. And soon Xana, you and Aelita will be mine."

**A/N: This is my first Code Lyoko story so please be nice, reviews are appreciated. If you want something to happen in this story just send me the request in a review and I will see what I can do.**


	2. Chapter 2

**A/N: Thank you to those who have reviewed. Please let me know if I make any errors in my chapters or if you think they should be longer or shorter.**

Chapter 2: Learning

Disclaimer: I do not own Code Lyoko

Xana and Odd walked through Kadic Odd was showing Xana the various class rooms and buildings. Finally after an hour, they got to the cafeteria for dinner. The rest of the group met them there.

"So Xana how was your first experience in the place you've been tormenting for so long," Ulrich asked.

"Up yours," Xana snapped, "I told you I've had a change of heart. I actually like this place better than the net. Here I can see how people live directly instead of through camera's."

"Be careful what you do here," Jeremie said, "Humans have a lot of codes and laws about privacy."

"That much I understand," Xana replied brushing a lock of red hair out of her eyes, "I'm hoping I won't make a fool of myself. I may be a program but I still have common sense."

"Your learning a lot faster than I did," Aelita said noticing Sissi approaching, "Uh oh."

Xana and Odd looked up from their food to see Sissi standing over their table with a sneer on their face.

"Well well well," Sissi sneered, "Who is the new girl another one of Odd's dates he'll be cheating on soon."

Xana raised an eyebrow and looked at Odd. Odd froze, unsure of what to say. Xana looked away from Odd and started to chuckle.

"Sissi you must really be hollow inside if you have to try to cause friction between others in order to make yourself happy," Xana said, "Do you think that I care if Odd has cheated on people in the past. Those who focus on the past are certain to miss the present and the future."

"Do you really think you are so special," Sissi snarled, "All I have to do is find a little dirt on you and the whole school will know."

"I already have plenty of dirt on you," Xana replied without emotion, "Do you want me to tell the school what kind of websites you visit."

Sissi's face turned sour.

"Your bluffing," Sissi cooed, "You haven't even been here one day. Much less been to my room and seen my computer."

Xana smiled evilly.

"I have been 'in touch' with these people," Xana said pointing at Odd, Ulrich, Jeremie, Yumi, and Aelita, "For much longer than you know, I also know a few tricks that have enabled me to learn about you and your habits."

Sissi's face turned cold.

"Fine," Sissi said, "So you're a computer geek like Jeremie. I have Herve to help me. You'll see. I'll find dirt on you soon enough and then you won't be able to expose me without a very large backlash."

Sissi stalked away and the Lyoko warriors stared at Xana.

"How do you know what websites she visits," Jeremie said very very surprised.

"I know everything about everyone in this school," Xana said, "Before I had a change of heart I launched a program to gather the user histories of every computer in this school. I know a lot about every student here. Some of them keep their diaries on computer files. Because you humans are so dependent on technology it makes it very easy for me to find out everything about you."

"So what websites does Sissi visit," Odd asked with an evil grin. He knew he was safe because he did not keep a diary or visit bad websites.

"I'll tell you if time comes for it," Xana said, "Despite the fact that Sissi is a nuisance, we should keep the dirt on her secret so we don't lose our trump card against her."

"You can trust us," Jeremie said, "We won't let her secrets out until necessary."

Xana leaned forward so no one but the Lyoko warriors would hear and told them Sissi's secret. The Lyoko warriors' faces became disgusted.

"She watches that," Odd said aghast, even he was surprised.

"Yep," Xana said, "I'm no expert on the human mind but I'm guessing if she watches that than she is really messed up."

"Um yeah," Ulrich said, "That is an understatement."

"Do you by any chance know our secrets," Aelita asked nervously.

"Yes I do," Xana said guiltily, "I know everything about you guys. However your secrets are safe with me. I know that letting out your secrets would cause friction among us and would be very hurtful to you."

The entire group breathed a sigh of relief.

"On another note," Xana asked, "Jeremie you said Aelita would teach me the finer details of being human since she is my roommate."

"Yes," Jeremie said, "Are you okay with that Aelita?"

Aelita nodded, "Any questions you have you should ask me in private. People will not think fondly of you if you ask me certain questions within earshot."

Xana nodded.

The group finished eating and went to their respective dorms. Yumi went home to her parents.

***Aelita's dorm

"So," Aelita asked as she and Xana entered the room, "What questions do you have?"

"Well," Xana said thinking about which questions were the most important, "Why did Odd so quickly volunteer to take me on a tour of this school?"

"I think he likes you," Aelita replied, "Do you know what love is?"

Xana nodded and blushed, "You think he is in love with me?"

"There is a difference between loving someone and liking someone," Aelita giggling slightly.

"Why are you laughing," Xana asked.

"I think it's cute that someone who is practically a sister to me has already caught Odd's eye," Aelita replied smiling.

"You consider me a sister?" Xana asked with raised eyebrows.

"Of course I do," Aelita said "We were both, 'created' by my father."

"I see," Xana said smiling, "So, we're sisters. That is so cool!"

"I know!" Aelita giggled, "But back to the point about Odd. He usually falls for every girl he sees but I think he finds you special."

"The bad kind of special or the good kind," Xana said a little worried.

"The good kind of course!" Aelita said cuffing Xana gently on the on the head, "You two would look so cute together. I wonder if he will ask you on a date."

Xana's face turned a little red, "What is a date?"

"It's when two people meet somewhere, usually for dinner or lunch, to find out more about each other." Aelita replied, "It is the first step to seeing if they are soul mates."

"I see," Xana said blushing even more, "So if Odd asks me out he is trying to find out if we are compatible."

"That's one way of looking at it," Aelita replied, "It is getting a little late, we should go to bed. We can continue talking until we fall asleep."

Xana nodded, the two got into their night clothes and got into their separate beds. Xana asked a variety of questions and Aelita did her best to answer. However, Xana saved one question to ask the group as a whole. That question was about religion and the afterlife. Xana felt that she would not find the truth about it unless she asked the group as a whole.


	3. Chapter 3

Chapter 3: Nightmare

Disclaimer-I do not own Code Lyoko

Xana awoke to a loud blaring sound. She immediately tried to zap the source of the sound but then remembered that she no longer had her powers. Aelita awoke as well and looked at her computer. The super scan had detected a tower activated by Kur.

"You know the drill," Aelita said to Xana, "You must have seen us do it plenty of times when you attacked."

Xana nodded and got dressed. She then quietly followed Aelita out of the dorm and to the manhole in the park. To their surprise, no one else was there.

"Where is everybody else?" Xana asked.

Aelita pulled out her cell phone and dialed Jeremie's number. The playback tone buzzed a few times before the voicemail option sounded. Aelita shut her phone.

"What's wrong?" Xana asked.

"Jeremie isn't picking up," Aelita said dialing a new number into her phone. The exact same thing happened, four rings and then the voicemail.

"Neither is Yumi," Aelita said, "I'll head to Lyoko, you go see if Ulrich and Odd are awake."

"Don't go to Lyoko until we are there," Xana said, "If Kur is following the same plan that I was then he will try to capture you. Don't ask why, I will tell you later."

Aelita nodded and went into the manhole while Xana sprinted back to Kadic.

***Ulrich's dream

It was always the same. He always arrived too late and watched Yumi fall into the digital sea, never to be seen again. The dream repeated over and over again. Each time Ulrich would try to run faster but each time he would be too late.

"Probably some trick of Xana's," Ulrich said to himself as he tried to stop his body but was unable to, "Oh yeah that's right. Xana is on our side now. Kur is the program that is pissing me off. I know this is a dream. I just hope it doesn't last too long because it is really starting to get annoying."

Ulrich continued to run to Yumi over and over again only to find that he was too late. Even if he tried to stop, the dream wouldn't let him.

Ulrich sighed. This was going to be a long night.

***Yumi's dream

Yumi had never run so hard in her life. The last thing she remembered was going to bed. Was this a dream. Surely she could not have been mysteriously teleported into an insane asylum and begun to be chased by maniacs. Still, it felt real. She could feel the stone floor beneath her feet. Feel the wind rush past her. She could hear the cackling laughs of her the insane people who were chasing her. She could not however see the end of the corridor she was running down.

Soon her leg muscles started to burn. She began to grow tired. However, if she even took a moment to rest, the maniacal laughter would get closer very quickly. Yumi had no choice but to keep running despite her fatigue. Running, running running…

***Jeremie's dream

Jeremie screamed as he saw Aelita gunned down in front of him by a masked figure. As soon as Aelita hit the floor, the figure stepped over her body and walked toward Jeremie.

"You're an interesting one," the figure said in a harsh guttural voice, "Out of all of your friends, you are the only one too scared to go to Lyoko."

"Just kill me already so I can join her in peace," Jeremie sobbed trying to move but finding he was frozen in place.

"Do you even know who I am?" the figure said.

Jeremie took a look at the figure but could nothing from the ink black cloud that surrounded it.

"I can't even see you," Jeremie said, "Why are you asking me this. Why can't you be merciful and just kill me."

"You are in pain because I have taken what is most precious from you," the figure said extending a clawed, demonic, hand and pointing at Aelita's lifeless body, "Why is that?"

"What kind of question is that," Jeremie snarled, "What kind of person kills someone's girlfriend and then asks why they are in despair?"

"I am curious," the figure said, "When I lost Xana to your side I devised a strategy to get her back. I did not despair though. Why do you despair?"

Jeremie took in the figure's words and realized who he was talking to.

"Your Kur aren't you," Jeremie snarled, "Xana warned us about you."

"What did she tell you?" Kur asked.

"She told us that you wanted to pick up where she left off," Jeremie replied in a snarl, "That you want to conquer and enslave mankind."

"Xana was wrong," Kur said, "Xana is wrong about many things about me. For one, I do not want to conquer humanity."

"Then what do you want?" Jeremie asked in surprise.

"Words cannot describe what I want," Kur said, "Only my name comes close to describing what I want."

"Kur," Jeremie said, "Kur was the name for the ancient Sumerian underworld. A place you went to regardless of whether you were good or bad. A place where there was law by the gods and a place of pain."

"Exactly," Kur said, "But that is only part of the truth. If you can unravel the truth within what you have just said and explain a better alternative to me then I will join you just as Xana did."

"You would be willing join us!" Jeremie said in complete surprise.

"Liberate Te Ex Infernis," Kur said, "Or I will for you."

Jeremie recognized the phrase.

"Liberate Te Ex Infernis," Jeremie said, "It means 'save yourself from hell'. So 'save yourself from hell or I will for you'. What do you mean."

"That is for you to find out," Kur said, "I have given you far too many clues already. Remember, if you can find an alternative than I will join you."

Before Jeremie could ask another question, Kur vanished. Jeremie was left standing there in the darkness next to Aelita's body.

***Odd's dream

Odd woke to find himself in an enclosed box. Odd immediately realized that he had been buried alive. Odd started to scream. He clawed pushed against the coffin lid and pushed but nothing happened.

Odd's heart was racing, he had always been terrified of being alive. Odd however did not realize that he was in a dream until he heard a familiar voice.

"Odd, Odd wake up!"

Odd opened his eyes to see Xana standing over him with a concerned look on her face.

"You were thrashing really violently," Xana said, "That doesn't matter, Kur is attacking."

Odd panted to catch his breath before jumping out of bed.

"I had a dream that I had been buried alive," Odd said, "For some reason your voice snapped me out of it."

"I'm flattered," Xana said, "I can't say the same for Ulrich. He won't wake up."

"We need to get to the factory," Odd said, "If you weren't able to wake him up then nothing probably will. He'll probably be fine if we deactivate the tower."

Xana nodded and the two sprinted out of the dorm and to the factory.

Aelita, Odd, and Xana all made it down to the scanner room and got into the scanners before they closed. Without Jeremie, they had no choice but to rely on delayed virtualization.

The three landed in the desert sector, about a kilometer away from the activated tower. Because Jeremie was not there to upload their vehicles they had to go on foot.

"You may want to stay back Xana," Odd warned, "You still don't have a weapon or any powers."

Xana sighed and nodded, she didn't like feeling useless. Odd and Aelita both charged forward. They soon came to the tower which was guarded by William and three tarantulas. Like the hornets they had encountered the day before, the logo on the heads of the tarantulas had also changed to a large 'K'. Odd ran forward an unleashed a barrage of laser arrows while Aelita activated her wings and took to the sky. William casually blocked Odd's laser arrows with his sword while the tarantulas opened fire. Odd performed a series of jumps and flips to dodge the lasers being fired at him. However he was unable to dodge the shots of all three tarantulas and was subsequently devirtualized by their lasers. However because the tarantulas were only focused on Odd, they failed to notice Aelita flying above them. The tarantulas were unable to avoid the energy fields when they did not even see them coming. Aelita was about to shoot an energy field at William when she noticed Xana sprinting towards the tower.

"Xana what are you doing!" Aelita shouted.

"I'm working on a hunch," Xana shouted, "Keep William distracted for me!"

Aelita didn't have any time to argue so she swooped down in front of William and hurled an energy field at him. William blocked the energy field with his sword and then shot the energy back at Aelita in a disc. The energy clipped Aelita's wings and sent her crashing to the ground. However, this was all the time Xana needed to get to the tower. When William noticed that Xana had reached the tower, he sighed and used his super smoke to return to the digital sea. This puzzled Aelita. She was the only one who was able to deactivate towers so why did Kur recall William when Xana reached the tower?

Aelita got her answer when the tower turned from orange to blue. Xana soon came out of the tower and quickly said something to Aelita.

"I set a return to the past that will take us back to midnight," Xana said, "Because we were asleep at that time we will not notice it. We will wake up in the morning as usual."

Aelita was about to ask Xana why she had done that and how she had managed to deactivate the tower when everything went white from the return to the past.

***The next day, at breakfast

"So what exactly happened last night," Yumi asked, "I was having a horrible dream that suddenly stopped."

"There was a Kur attack," Aelita said, "One thing puzzles me though. Xana you can tell them."

"I was able to deactivate the tower and schedule a return to the past," Xana explained, "It only took us back to just before the attack so none of you noticed it."

"But why," Aelita asked, "Why were you able to deactivate the tower. And why did you schedule a useless return to the past."

"I was able to deactivate the tower because, simply put, I am Xana," Xana explained, "I have always had the ability to deactivate towers. However the return to the past was meant to strengthen me. You all know that I am useless on Lyoko. If we schedule regular returns to the past. It may give me my abilities back."

"How will we know if your powers have returned," Odd asked through a mouthful of croissant.

"The next time we go to Lyoko I will try to summon some monsters," Xana replied, "We will also see if my Lyoko form has a weapon."

"There is something else we need to discuss," Jeremie said.

"Oh really?" Ulrich asked.

"Yeah," Jeremie replied before telling the group about his dream.

"That definitely wasn't an ordinary dream," Xana said, "I'm pretty sure Kur directly contacted you to tell you what he did."

"I still don't understand what he said though," Jeremie said, "Kur is the Sumerian underworld. A place of law and pain for everyone, regardless of what you have done."

"And then there is 'Save yourself from Hell or I will for you'," Ulrich said, "What the hell is that supposed to mean."

"I don't know," Jeremie replied shaking his head, "Xana you know Kur the best, what do you think."

"Obviously I didn't know Kur as well as I thought," Xana said, "I think he knows the difference between right and wrong now though."

The Lyoko warriors' heads all popped up at that remark.

"It's simple," Xana said, "If he didn't know the difference between right and wrong he wouldn't give out the possibility of joining us."

"Hmm," Jeremie mumbled, "I guess that does make sense. But I still have no clue as to what he meant by that saying and what his name meant."

"Neither do I," Xana replied, "We'll have to just keep fighting him until we either defeat him or find out what it is that he is after."

"Law and pain for everyone," Odd said, "It sound like he wants people to behave or something like that."

Xana thought about Odd's words. Maybe Odd was going somewhere with that. For now however. Neither she nor the rest of the Lyoko warriors could make anything of it.

**A/N: please review, tell me what you think of the mystery that Kur told Jeremie.**


End file.
